The present name of the corporation is Morgan
Stanley. The corporation was incorporated under the name "Sears Acquisition
Corporation" by the filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware on October 1, 1981. This
Amended and Restated Certificate of Incorporation of the corporation, which
restates and integrates and also further amends the provisions of the
corporation's Certificate of Incorporation, was duly adopted in accordance with
the provisions of the Certificate of Incorporation and Sections 242 and 245 of
the General Corporation Law of the State of Delaware by the requisite vote of
the holders of the outstanding stock of the corporation entitled to vote
thereon at a meeting which was called and held upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware. The Certificate
of Incorporation of the corporation is hereby amended, integrated and restated
to read in its entirety as follows:

ARTICLE
I

Name

The name of the Corporation (which is hereafter
referred to as the "Corporation") is Morgan Stanley.

ARTICLE
II

Address

The address of the Corporation's registered
office in the State of Delaware is The Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle. The name of the
Corporation's registered agent at such address is The Corporation Trust
Company.

ARTICLE
III

Purpose

The purpose of the Corporation shall be to
engage in any lawful act or activity for which corporations may be organized
and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE
IV

Capitalization

The total number of shares of stock which the
Corporation shall have the authority to issue is three billion five hundred
thirty million (3,530,000,000), consisting of thirty million (30,000,000)
shares of Preferred Stock, par value $0.01 per share (hereinafter referred to
as "Preferred Stock"), and three billion five hundred million
(3,500,000,000) shares of Common Stock, par value $0.01 per share (hereinafter
referred to as "Common Stock").

The Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is hereby authorized to
provide for the issuance of shares of Preferred Stock in series and, by filing
a certificate pursuant to the applicable law of the State of Delaware
(hereinafter referred to as a "Preferred Stock Designation"), to
establish from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations and restrictions
thereof. The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

1.The
designation of the series, which may be by distinguishing number, letter or title.

2.The
number of shares of the series, which number the Board of Directors may
thereafter (except where otherwise provided in the Preferred Stock Designation)
increase or decrease (but not below the number of shares thereof then
outstanding).

3.The amounts
payable on, and the preferences, if any, of shares of the series in respect of
dividends, and whether such dividends, if any, shall be cumulative or
noncumulative.

4.Dates
at which dividends, if any, shall be payable.

5.The
redemption rights and price or prices, if any, for shares of the series.

6.The
terms and amount of any sinking fund provided for the purchase or redemption of
shares of the series.

7.The
amounts payable on, and the preferences, if any, of shares of the series in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation.

8.Whether
the shares of the series shall be convertible into or exchangeable for shares
of any other class or series, or any other security, of the Corporation or any
other corporation, and, if so, the specification of such other class or series
of such other security, the conversion or exchange price or prices or rate or
rates, any adjustments thereof, the date or dates at which such shares shall be
convertible or exchangeable and all other terms and conditions upon which such
conversion or exchange may be made.

9.Restrictions
on the issuance of shares of the same series or of any other class or series.

10.The
voting rights, if any, of the holders of shares of the series.

The Common Stock shall be subject to the
express terms of the Preferred Stock and any series thereof. Except as may be
provided in this Certificate of Incorporation or in a Preferred Stock
Designation or by applicable law, the holders of shares of Common Stock shall
be entitled to one vote for each such share upon all questions presented to the
stockholders, the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes, and holders of Preferred
Stock shall not be entitled to receive notice of any meeting of stockholders at
which they are not entitled to vote. The holders of the shares of Common Stock
shall at all times, except as otherwise provided in this Certificate of
Incorporation or as required by law, vote as one class, together with the
holders of any other class or series of stock of the Corporation accorded such
general voting rights.

The Corporation shall be entitled to treat the
person in whose name any share of its stock is registered as the owner thereof
for all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person, whether
or not the Corporation shall have notice thereof, except as expressly provided
by applicable law.

The voting powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions, of the Floating Rate
Non-Cumulative Preferred Stock, Series A, are set forth in Exhibit A hereto and
are incorporated herein by reference.

ARTICLE
V

By-Laws

In furtherance of, and not in limitation of, the
powers conferred by law, the Board of Directors is expressly authorized and
empowered:

1.to
adopt, amend, or repeal the Bylaws of the Corporation; provided, however, that
the Bylaws adopted by the Board of Directors under the powers hereby conferred
may be amended or repealed by the Board of Directors or by the stockholders
having voting power with respect thereto; and

2.from
time to time to determine whether and to what extent, and at what times and
places, and under what conditions and regulations, the accounts and books of
the Corporation, or any of them, shall be open to inspection of stockholders;
and, except as so determined or as expressly provided in this Certificate of
Incorporation or in any Preferred Stock Designation, no stockholder shall have
any right to inspect any account, book or document of the Corporation other
than such rights as may be conferred by applicable law.

The Corporation may in its Bylaws confer powers
upon the Board of Directors in addition to the foregoing and in addition to the
powers and authorities expressly conferred upon the Board of Directors by
applicable law.

ARTICLE
VI

Action of Stockholders

Subject to the rights of the holders of any
series of Preferred Stock or any other series or class of stock as set forth in
this Certificate of Incorporation, any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly called annual
or special meeting of stockholders of the Corporation and may not be effected
by any consent in writing in lieu of a meeting of such stockholders.

ARTICLE
VII

Board of Directors

Subject to the rights of the holders of any series
of Preferred Stock, or any other series or class of stock as set forth in this
Certificate of Incorporation, to elect additional directors under specified
circumstances, the number of directors of the Corporation shall be fixed in
such manner as prescribed in the Bylaws of the Corporation and may be increased
or decreased from time to time in such manner as prescribed by the Bylaws.

Unless and except to the extent that the Bylaws
of the Corporation shall so require, the election of directors of the
Corporation need not be by written ballot.

The directors, other than those who may be
elected by the holders of any series of Preferred Stock or any other series or
class of stock as set forth in this Certificate of Incorporation, shall be
elected annually at each annual meeting of stockholders of the Corporation to
hold office for a term expiring at the next annual meeting of stockholders,
with each director to hold office until his or her successor shall have been
duly elected and qualified.

Subject to the rights of the holders of any
series of Preferred Stock, or any other series or class of stock as set forth
in this Certificate of Incorporation, to elect additional directors under
specified circumstances, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly
created directorships resulting from any increase in the authorized number of
directors, may be filled only by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, and
directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders, and until such director's successor shall have been
duly elected and qualified. No decrease in the number of authorized directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

Any director may be removed from office at any
time, with or without cause.

ARTICLE
VIII

Indemnification

Each person who is or was a director or officer
of the Corporation shall be indemnified by the Corporation to the fullest
extent permitted from time to time by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended (but, if permitted
by applicable law, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) or any other applicable laws as presently or hereafter in effect.
The Corporation may, by action of the Board of Directors, provide
indemnification to employees and agents (other than a director or officer) of
the Corporation, to directors, officers, employees or agents of a subsidiary,
and to each person serving as a director, officer, partner, member, employee or
agent of another corporation, partnership, limited liability company, joint
venture, trust or other enterprise, at the request of the Corporation, with the
same scope and effect as the foregoing indemnification of directors and
officers of the Corporation. The Corporation shall be required to indemnify any
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors or is a proceeding to enforce such
person's claim to indemnification pursuant to the rights granted by this
Certificate of Incorporation or otherwise by the Corporation. Without limiting
the generality or the effect of the foregoing, the Corporation may enter into
one or more agreements with any person which provide for indemnification
greater or different than that provided in this Article VIII. Any amendment or
repeal of this Article VIII shall not adversely affect any right or protection
existing hereunder in respect of any act or omission occurring prior to such
amendment or repeal.

ARTICLE
IX

Directors' Liability

A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (1) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) under Section 174 of
the General Corporation Law of the State of Delaware, or (4) for any
transaction from which the director derived an improper personal benefit. Any
amendment or repeal of this Article IX shall not adversely affect any right or
protection of a director of the Corporation existing hereunder in respect of
any act or omission occurring prior to such amendment or repeal.

If the General Corporation Law of the State of
Delaware shall be amended, to authorize corporate action further eliminating or
limiting the liability of directors, then a director of the Corporation, in
addition to the circumstances in which he is not liable immediately prior to
such amendment, shall be free of liability to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

ARTICLE
X

Amendments

Except as may be expressly provided in this
Certificate of Incorporation, the Corporation reserves the right at any time
and from time to time to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation or a Preferred Stock Designation, and any
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted, in the manner now or hereafter prescribed
herein or by applicable law, and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article X; provided, however, that any amendment or repeal of Article VIII or Article
IX of this Certificate of Incorporation shall not adversely affect any right or
protection existing thereunder in respect of any act or omission occurring
prior to such amendment or repeal, and provided further that no Preferred Stock
Designation shall be amended after the issuance of any shares of the series of
Preferred Stock created thereby, except in accordance with the terms of such
Preferred Stock Designation and the requirements of applicable law.

* This is not an official certified copy of the
Certificate of Incorporation. The Corporation's Certificate of Incorporation
also includes Designations of Preferences and Rights of the Floating Rate
Non-Cumulative Preferred Stock, Series A and the 10% Series C Non-Cumulative
Non-Voting Perpetual Preferred Stock. An official certified copy of the
Certificate of Incorporation can be obtained from the Office of the Secretary
of State of the State of Delaware.